(e) NO DEFAULT: no event has occurred which constitutes, or which with
 the giving of notice and/or the lapse of time and/or a relevant
 determination would constitute, a contravention of, or default
 under, any agreement or instrument by which the Guarantor or any of
 its assets is bound or affected being a contravention or default
 which might either have a material adverse effect on the business,
 assets or condition of the Guarantor or materially and adversely
 affect its ability to observe or perform its obligations under this
 Guaranty;

 (f) LITIGATION: no litigation, arbitration or administrative proceeding
 or claim which might by itself or together with any other such
 proceedings or claims either have a material adverse effect on its
 business, assets or condition or materially and adversely affect its
 ability to observe or perform its obligations under this Guaranty,
 is presently in progress or pending or, to the knowledge of the
 Guarantor, threatened against the Guarantor or any of its assets;

 (g) INFORMATION: the information furnished by the Guarantor in
 connection with this Guaranty does not contain any untrue statement
 or omit to state any fact the omission of which makes the statements
 therein, in the light of the circumstances under which they were
 made, misleading, and all expressions of expectation, intention,
 belief and opinion contained therein were made on reasonable grounds
 after due inquiry by the Guarantor;

 (h) RANKING: the obligations of the Guarantor under this Guaranty rank,
 or will upon execution thereof by the Guarantor rank, at least pari
 passu in point of priority and security with all other present and
 future unsecured and unsubordinated obligations (including
 contingent obligations) of the Guarantor other than such obligations
 which may be mandatorily preferred by law;